Terms and Conditions

This API License and Application Developer Agreement (the “Agreement”), effective as of the date of your acceptance of this Agreement (the “Effective Date”), is by and between Procore Technologies, Inc., a Delaware corporation (“Procore”) and the company, organization or other legal entity (“Entity”) that you represent (“Licensee”). If you are entering into this Agreement on behalf of an Entity, you are agreeing to this Agreement for that Entity and representing to Procore that you have the authority to bind such Entity and its affiliates to this Agreement.
This Agreement is intended for use by independent developers, entities, and end-users wishing to access the Procore API directly or wishing to integrate one or more external services with the Procore API. This Agreement governs access to the Procore API in addition to setting forth guidelines for providing Procore Applications on the Procore Marketplace and on any other App Market.

Definitions. For purposes of this Agreement, capitalized terms shall have the meanings set forth below.

Account Data: means data stored or transmitted on or through the
Procore API by or on behalf of a Subscriber, Agent or End-User that
specifically authorizes Licensee to access and use such data in
connection with Procore Applications and Login or other account
configuration or usage data with respect to the Procore API of or by
such Subscriber, Agent or End-User.

Agent: means any individual authorized to use the Procore API by any
Subscriber as an agent and/or administrator.

App Market: means any marketplace or other aggregator or public
repository of code or applications.

Confidential Information: means all information disclosed by or on
behalf of Procore to Licensee which is in tangible form and labeled
“confidential” (or with a similar legend) or which a reasonable person
would understand to be confidential given the nature of the information
and circumstances of disclosure. Confidential Information may include,
without limitation, proprietary information, technical data, trade
secrets or know-how, including, but not limited to, source code,
research, product plans, products, services, customers, customer lists,
markets, software, developments, inventions, processes, formulas,
technology, designs, drawings, engineering, hardware configuration
information, marketing, finances, pricing or other business
information. For all purposes of this Agreement, Account Data shall be
deemed Confidential Information. Notwithstanding the foregoing,
Confidential Information shall not include information (other than
Account Data) that (i) was already known to Licensee at the time of
disclosure by or on behalf of Procore without an obligation of
confidentiality; (ii) was or is obtained by Licensee from a third party
not under an obligation of confidentiality with respect to such
information; (iii) is or becomes generally available to the public
other than by violation of this Agreement; or (iv) was or is
indepdently developed by Licensee without use of Procore’s Confidential
Information.

End-User: means any person or entity other than an Agent with whom any
Subscriber or its Agents interact with the Procore API.

Internal Use: means the use of the Procore API in connection with
Licensee’s subscription to the Service solely for Licensee’s internal
business purposes and in accordance with this Agreement.

Paid Procore Applications: mean any Procore Application published by
Licensee in which Subscriber pays Licensee and/or Procore for a license
to use, access and/or deploy such Procore Application.

Payment Processor: means the third party payment processor, selected
by Procore, that processes fees related to a Paid Procore Application.

Procore API: means Procore’s application programming interface and any
accompanying or related documentation, source code, executable
applications and other materials made available by Procore, including,
without limitation, through its developer website and via the Serivce.

Procore Applications: mean web or other software services or
applications developed by Licensee that utilize or interact with the
Procore API and are authorized to be Published pursuant to this
Agreement.

Procore Marketplace: means the marketplace or other aggregator or
public repository of code or applications provided and operated by
Procore.

Procore Marks: mean Procore®, and Procore’s other product and service
names, trademarks, service marks, branding and logos made available for
use in connection with the Procore API pursuant to this Agreement.

Publish: means the making of any Procore Application available to any
Subscriber for any purpose.

Service: means any customer service system made available by Procore
which may include, at Procore’s sole discretion, customer service
representatives, web pages, documentation, instructional videos,
development tools, web-based and audio-visual instructional materials,
examples of Procore Applications, access to developer portions of the
Procore API, and other similar service solutions.

Subscriber: means any individual or Entity that subscribes to the
Procore API.

Purpose and License

This Agreement governs Licensee’s rights to use and access the
Procore API for any purpose, including Internal Use and developing,
implementing and Publishing Procore Applications. Licensee’s access
to and use of the Procore API shall be governed by this Agreement
and by any and all restrictions and policies implemented by Procore
from time to time with respect to the Procore API as set forth in
the documentation for the Procore API, this Agreement or as
otherwise communicated to Licensee by Procore (“General API
Policies”).

Subject to the terms and conditions of this Agreement, including
the restrictions set forth in Section 3, Procore hereby grants to
Licensee a non-exclusive, non-transferable, non-sublicensable,
worldwide, revocable right and license during the term of this
Agreement to: (a) use and make calls to the Procore API to
develop, implement and distribute Procore Applications solely for
use by Subscribers, Agents, or End-Users; (b) use, reproduce,
distribute, and transmit Account Data to the extent necessary to
format and display it through the Procore Applications; (c) use and
display the Procore Marks in conformity with Procore trademark
usage guidelines for the sole purpose of identifying that the
Account Data originates from the Procore API, and any such use of
the Procore Marks shall inure to the benefit of and belong to
Procore.

Licensee hereby grants to Procore the right to collect and use data
related to the use of and calls to the Procore API (the
“Performance Data”) so as to analyze the performance of the Procore
API in order to improve its operation. None of this data will be
the data of any End-User or of the Licensee except to the extent
necessary for evaluation of the performance of the Procore API and
associated systems. The Performance Data will never include any
personally identifiable information of any End-User or of the
Licensee.

Restrictions and Responsibilities

The licenses granted in Section 2 of this Agreement are explicitly
conditioned on Licensee’s adherence to the following restrictions and
compliance with its responsibilities as set forth herein.

Licensee must comply with all restrictions set forth in this
Agreement, Procore’s terms of service (“Terms of Service”),
Procore’s Privacy Policy, and the General API Policies in all uses
of the Procore API and Account Data. If Procore believes, in its
sole discretion, that Licensee has violated or attempted to violate
any term, condition or the spirit of this Agreement, the license
afforded Licensee pursuant to this Agreement may be temporarily or
permanently revoked, with or without notice to Licensee.

In order to use and access the Procore API, Licensee must obtain
API credentials (a “Token”) by becoming a Subscriber. Licensee may
not share its Token with any third party, shall make commercially
reasonable efforts to keep such Token and all login information
secure and shall use the Token as Licensee’s sole means of
accessing the Procore API.

Any Procore Application created by Licensee that uses or relies
upon the Procore API shall not substantially replicate products or
services offered by Procore, including, without limitation,
functions or clients on platforms (such as iOS or Android) where
Procore offers its own client or function. Subject to the preceding
sentence and the parties’ other rights and obligations under this
Agreement, each party agrees that the other party may develop and
publish applications that are similar to or otherwise compete with
such party’s applications. Licensee and/or Procore Applications
may not use or access the Procore API or the Service in order to
monitor the availability, performance, or functionality of the
Procore API or the Service and may not access the Procore API for
any similar benchmarking purpose.

Procore shall have the right, in its sole discretion, to refuse to
permit Licensee’s use of the Procore API.. Procore shall have no
liability to Licensee for such refusal.

No Procore Application shall, in any manner, display any form of
advertising within or connected to any Account Data received by any
Subscriber, Agent or End-User. For absolute clarity, no Procore
Application may access the Procore API and include, for any
purpose, functionality designed to “data mine” the Procore API for
any purpose other than ordinary use of the Procore API in
connection with providing data to End-Users seeking access to data
accessible via the Procore API. Specifically, no Procore
Application shall be used so as to as to provide any form of
advertising to any End-User based in whole or in part upon any
data, including Account Data, obtained from the Procore API or as a
data gathering application designed to pull data using the Procore
API for the primary purpose of gathering data on any individual or
group of Licensees, End-Users, Agents, or Subscribers.

Procore Applications must present users with the ability to log
into the Procore API via the OAuth protocol. Users without an
account on the Procore API must be presented with an opportunity to
create an account.

Licensee shall not, under any circumstances repackage or resell the
Service, the Procore API, any Account Data, or any other data
derived from the Service, the Procore API or the Account Data.
Licensee is not permitted to use the Service, the Procore API or
any Account Data in any manner that does or could potentially
undermine the security of the Service, the Procore API, Account
Data or any other data or information stored or transmitted using
the Procore API. In addition, Licensee shall not, and shall not
attempt to, interfere with, modify or disable any features,
functionality or security controls of the Service or the Procore
API, defeat, avoid, bypass, remove, deactivate or otherwise
circumvent any protection mechanisms for the Service or the Procore
API, or reverse engineer, decompile, disassemble or derive source
code, underlying ideas, algorithms, structure or organizational
form from the Service or the Procore API.

Licensee acknowledges that Licensee is solely responsible, and that
Procore has no responsibility or liability of any kind, for the
content, development, operation, support or maintenance of any
Procore Application. Without limiting the foregoing, Licensee
agrees to be solely responsible for (i) the technical installation
and operation of any of its Procore Applications; (ii) creating and
displaying information and content on, through or within any of its
Procore Applications; (iii) ensuring that all of its Procore
Applications do not violate or infringe the Intellectual Property
Rights of any third party; (iv) ensuring that all of its Procore
Applications are not offensive, profane, obscene, libelous or
otherwise illegal; (v) ensuring that all ofts unauthorized access
to any software, hardware or data (“Malicious Software”) into the
Service, the Procore API, any Account Data or other data stored or
transmitted using the Service or the Procore API; and (vi) ensuring
that all of its Procore Applications are not designed to or
utilized for the purpose of serving advertisements to or otherwise

Representations, Warranties and Covenants

To the extent any Procore Applications transmit Account Data
outside the Procore API, Licensee represents and warrants that
Licensee has notified all End-Users of such Procore Applications
that their Account Data will be transmitted outside the Procore API
and that Procore is not responsible for the privacy, security or
integrity of such Account Data. Licensee further represents and
warrants that to the extent Licensee’s Procore Applications store,
process or transmit Account Data, neither Licensee nor Licensee’s
Application will, without appropriate prior user consent or except
to the extent required by applicable law: (i) modify the content of
Account Data in a manner that adversely affects the integrity of
Account Data; (ii) disclose Account Data to any third party; or
(iii) use Account Data for any purpose other than providing the
Procore Application functionality to users of such Procore
Application. Licensee shall maintain and handle all Account Data in
accordance with privacy and security measures adequate to preserve
the confidentiality and security of all Account Data and all
applicable privacy laws and regulations, and in no event less
protective than the measures and policies set forth in the Procore
Privacy Policy.

Licensee represents, warrants and covenants that (i) its Procore
Applications, the use of such Procore Applications by its users,
and the activities with respect to such Procore Applications
undertaken by Procore in accordance with the terms of this
Agreement, do not and will not violate, misappropriate or infringe
upon the Intellectual Property Rights of any third party;
(ii) Licensee will comply with local, state, national and
international laws and regulations to which it is subject to,
including, without limitation, all U.S. export control laws, and
maintain all licenses, permits and other permissions necessary to
develop, implement and Publish any Procore Application; and
(iii) no Procore Application contains or introduces into the the
Procore API, any Account Data or other data stored or transmitted
using the Procore API, any Malicious Software; (vi) no Procore
Application is designed to or will be utilized for the purpose of
“spamming” any Procore Subscribers, Agents or End-Users; and
(vi) it has all right, power and authority to grant the licenses
granted to Procore herein.

Application Marketplaces

To the extent desired by Licensee, Procore hereby grants Licensee a
license to market and sell Procore Applications through the Procore
Marketplace or any other App Marketplace, as a Paid Procore
Application or Procore Application in accordance with the other
terms of this Agreement.

Procore Marketplace.

Licensee hereby grants to Procore a non-exclusive, worldwide,
fully paid-up, royalty-free license, for as long as its Procore
Applications are Published to the Procore Marketplace, to:
(i) market, sell and distribute such Procore Applications;
(ii) to permit others to access, install, purchase and (in the
case of downloadable software applications) download such
Procore Applications through the Procore Marketplace; and
(iii) use, perform, and publicly display such Procore
Applications. Licensee further grants to Procore a
nonexclusive, worldwide, fully paid-up, royalty-free license,
for the term of this Agreement, to use Licensee’s name, any
Procore Application name(s) and associated logos (collectively,
“Licensee Marks”) solely to enable Procore to exercise its
rights and perform its obligations under this Agreement. Any
use of Licensee’s Marks shall be in accordance with Licensee’s
trademark usage policies if such policies are reasonable and
communicated in writing to Procore.

Licensee represents, warrants and covenants that Licensee
Marks, the use of such Licensee Marks by its users, and the
activities with respect to such Licensee Marks undertaken by
Procore in accordance with the terms of this Agreement
including their availability on the Procore Marketplace, do
not and will not violate, misappropriate or infringe upon the
Intellectual Property Rights of any third party.

In order to Publish and maintain a Paid Procore Application on
the Procore Marketplace, Licensee must (i) submit such Procore
Application to Procore for approval and listing as a Paid
Procore Application; (ii) sign up and register for an account
with the Payment Processor under the terms communicated to
Licensee by the Payment Processor; (iii) maintain and abide by
the relevant terms of service and privacy policy to govern
Subscriber’s use of the Paid Procore Application; and
(iv) provide ongoing commercially reasonable support to users,
purchasers and/or Subscribers of the Paid Procore Application.

Licensee acknowledges and agrees that Procore may, at its sole
discretion, initiate a refund related to any Purchase Fee
(defined below) paid to Licensee by Subscriber in connection
with a Subscriber’s purchase of a Paid Procore Application
should Procore determine such a refund is appropriate. Any such
refund shall be the exclusive financial responsibility of
Licensee. Without limiting any other rights afforded Procore
with respect to such refund, the parties acknowledge and agree
that any such refund may be processed through Payment Processor
and taken out of Licensee’s Payment Processor account and
returned to Subscriber. Licensee agrees that Procore shall not
be responsible for any refunds related to Licensee’s Procore
Applications for any reason, including Licensee’s failure to
support the Procore Application.

If Licensee submits a Paid Procore Application, such
application is approved by Procore and Licensee follows the
required registration and listing steps contained herein and as
otherwise communicated to Licensee, Licensee may list the Paid
Procore Application on the Procore Marketplace and charge
Subscribers to purchase the Paid Procore Application. Fees
collected from the sale of Licensee’s Paid Procore Application
(“Purchase Fees”) must be processed through the Payment
Processor account Licensee registered in connection with
listing the Paid Procore Application. Purchase Fees shall be
processed from the Subscriber to Licensee through the Payment
Processor. Purchase Fees shall be transferred to Licensee’s
Payment Processor account per the terms of the agreement
entered into between Licensee and Payment Processor. Procore
reserves the right to charge fees to Licensee related to any
aspect of the Procore Marketplace at its sole discretion either
as indicated to Licensee at the time of listing of the Paid
Procore Application or upon ten days’ notice to Licensee.
Continued listing of the Paid Procore Application on the
Procore Marketplace after notice of Procore’s imposition of
such fees shall be deemed consent to the imposition and
collection of such charges.

Other Marketplaces. Licensee expressly acknowledges that Procore
has no control over any other App Market or any other system of
distribution that is or may be used for distribution of any
Procore Application. Accordingly, Procore offers no support for
any other App Market and makes no representation whatsoever
regarding any Procore Application distributed in any other App
Market. Licensee expressly acknowledges that all other terms of
this Agreement apply to any Procore Application offered on any
App Market.

Regardless of the App Market used, Licensee represents, warrants
and covenants that it will include the mandatory terms of service
provisions listed below (“Mandatory Service Terms”) in the terms
of service (“App Terms of Service”) that govern the use of its
Procore Applications by Procore Subscribers. Such Mandatory
Service Terms are a minimum set of provisions and Licensee may
have more exhaustive terms of service.
Mandatory Service Terms:

Licensee is the licensor of the Procore Application and
Procore is not a party to the App Terms of Service.

Except as otherwise limited by any App Terms of Service
imposed or required by Licensee, Licensee grants the user a,
worldwide, non-exclusive, non-transferable and
non-sublicensable license to access, deploy, use and
integrate the Procore Application in connection with the
user’s active account for the Procore API for so long as the
Procore Application is supported by the Procore API.

Any information that Licensee collects, stores and processes
from the user or the systems the user uses to access or
deploy the Procore Application, including the user’s data,
will be subject to the App Terms of Service, privacy notice,
or similar terms that the Licensee provides to the user, and
will not be subject to the Procore Privacy Policy.

The user may not modify, reverse engineer, decompile or
disassemble the Procore Application in whole or in part, or
create any derivative works from or sublicense any rights in
the Procore Application, unless otherwise expressly
authorized in writing by Licensee (acting as licensor).

Each of the user, Licensee and Procore shall maintain all
rights, title and interest in and to all its respective
patents, inventions, copyrights, trademarks, domain names,
trade secrets, know-how and any other intellectual property
and/or proprietary rights (collectively, “IP Rights”). The
rights granted to the user to use the Procore Application under
these App Terms of Service do not convey any additional rights
in the Procore Application or the Procore API, or in any IP
Rights associated therewith. Subject only to limited rights to
access and use the Procore Application as expressly stated
herein, as between the user and Licensee, all rights, title and
interest in and to the Procore Application and all hardware,
software and other components of or used to provide the Procore
Application, including all related IP Rights, will remain with
Licensee. The user agrees to grant Licensee a royalty-free,
worldwide, transferable, sub-licensable, irrevocable and
perpetual license to incorporate into the Procore Application
or otherwise use any suggestions, enhancement requests,
recommendations or other feedback it receives from the user.

Modifications

Licensee acknowledges and agrees that Procore may modify this
Agreement, the Service, the Procore API, the General API Policies,
Procore’s Privacy Policy, and the Terms of Service from time to time (a
“Modification”). Licensee will be notified of a Modification to this
Agreement, the Procore API or the General API Policies through
notifications or posts on the Procore Developer Website or the Service,
or through direct communication to an email account associated with
Licensee’s access to the Procore API. All other Modifications shall be
communicated through the Procore API, the Service, the Procore website
at www.Procore.com or through a form of direct communication from
Procore to Licensee. Licensee further acknowledges and agrees that
such Modifications may be implemented at any time and without any
notice to Licensee. Licensee shall, within thirty days from the date
of first notice of any Modification(s) (or such shorter period of time
specified in the notice of the Modification(s)) (the “Conformance
Period”) comply with such Modification(s) by implementing and using the
most current version of the Procore API and making any changes to
Procore Applications that may be required as a result of such
Modification(s). Licensee acknowledges that a Modification may have an
adverse effect on Procore Applications, including but not limited to
changing the manner in which Procore Applications communicate with the
Procore API and display or transmit Account Data. Procore shall have
no liability of any kind to Licensee or any user of Licensee’s Procore
Applications with respect to such Modifications or any adverse effects
resulting from such Modifications. Licensee’s continued access to or
use of the Service or Procore API following the Conformance Period
shall constitute binding acceptance of the Modification(s) at issue.

Ownership

Subject to the limited licenses expressly provided in this Agreement,
nothing in this Agreement transfers or assigns to Procore any of
Licensee’s Intellectual Property Rights in its Procore Applications or
Licensee’s Marks or other technology, and nothing in this Agreement
transfers or assigns to Licensee any of Procore’s Intellectual Property
Rights in the Service, the Procore API, the Procore Marks, or Procore’s
other technology or the respective Intellectual Property Rights in any
Account Data of Procore or its Subscribers, Agents or End-Users.

Support

This Agreement does not entitle Licensee to any support for the Service
or the Procore API, unless Licensee makes separate arrangements with
Procore for such support. Licensee is solely responsible for providing
all support and technical assistance to End-Users of its Procore
Applications and Subscribers who access, deploy and/or purchase its
Procore Applications. Licensee acknowledges and agrees that Procore
has no obligation to provide support or technical assistance to the
users of any Procore Application and Licensee shall not represent to
any such users that Procore is available to provide such support.
Licensee agrees to use commercially reasonable efforts to provide
support to users of its Procore Applications as support resources are
available.

Confidentiality

Licensee may from time to time, gain access to Confidential
Information. At all times during and after this Agreement, Licensee
may use Confidential Information only to the extent necessary to
exercise its rights under this Agreement and subject to the express
permissions set forth herein. At all times during and after this
Agreement, Licensee may not disclose Confidential Information to a
third party without the prior written consent of Procore. Without
limiting any other obligation of Licensee under this Agreement, at all
times during and after this Agreement, Licensee agrees that it will
protect Confidential Information from unauthorized use, access, or
disclosure in a commercially reasonable manner and no less than the
same manner that Licensee would use to protect its own confidential and
proprietary information of a similar nature.

Disclaimer of Warranties

ALL ASPECTS OF THE SERVICE AND THE PROCORE API, INCLUDING ALL SERVER
AND NETWORK COMPONENTS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE”
BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, INCLUDING BUT NOT LIMITED TO
NO WARRANTY REGARDING AVAILABILITY OR UPTIME FOR THE SERVICE OR THE
PROCORE API, TO THE FULLEST EXTENT PERMITTED BY LAW, AND PROCORE
EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED,
INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF
MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE AND
NON-INFRINGEMENT. LICENSEE ACKNOWLEDGES THAT PROCORE DOES NOT WARRANT
THAT THE SERVICE OR PROCORE API WILL BE UNINTERRUPTED, TIMELY, SECURE,
ERROR-FREE, ACCURATE, UNINTERUPTED, THAT ANY DEFECTS WILL BE CORRECTED,
OR FREE FROM VIRUSES OR OTHER MALICIOUS SOFTWARE, AND NO INFORMATION OR
ADVICE OBTAINED BY LICENSEE FROM PROCORE OR THROUGH THE SERVICE SHALL
CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.

LIMITATION OF LIABILITY

UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN
CONTRACT, TORT, NEGLIGENCE OR OTHERWISE) WILL PROCORE, OR ITS
AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR SUPPLIERS BE
LIABLE TO LICENSEE OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL,
SPECIAL, EXEMPLARY, CONSEQUENTIAL, PUNITIVE OR OTHER SIMILAR DAMAGES,
INCLUDING LOST PROFITS, LOST SALES OR BUSINESS, LOST DATA, BUSINESS
INTERRUPTION OR ANY OTHER LOSS INCURRED BY LICENSEE OR ANY THIRD
PARTY IN CONNECTION WITH THIS AGREEMENT, REGARDLESS OF WHETHER
PROCORE HAS BEEN ADVISED OF THE POSSIBILITY OF OR COULD HAVE FORESEEN
SUCH DAMAGES.

NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, PROCORE’S
AGGREGATE LIABILITY TO LICENSEE OR ANY THIRD PARTY ARISING OUT THIS
AGREEMENT, SHALL IN NO EVENT EXCEED ONE HUNDRED U.S. DOLLARS. ANY
CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT MUST BE BROUGHT
WITHIN ONE YEAR OF THE FIRST EVENT OR OCCURRENCE GIVING RISE TO THE
CLAIM.

Some jurisdictions do not allow the exclusion of implied warranties
or limitation of liability for incidental or consequential damages,
which means that some of the above limitations may not apply to
Licensee. IN THESE JURISDICTIONS, PROCORE’S LIABILITY WILL BE
LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW. The limitations set
forth in this Section 11 will survive and apply even if any limited
remedy specified in this agreement is found to have failed of its
essential purpose. The parties acknowledge and understand that the
disclaimers, exclusions and limitations of liability set forth herein
form an essential basis of the agreement between the parties, that
the same reflect an allocation of risk between the parties and that
absent such disclaimers, exclusions and limitations of liability, the
terms and conditions of this Agreement would be substantially
different.

Indemnification

Licensee agrees that Procore shall have no liability whatsoever for any
use Licensee makes of the Service, and/or Procore API. Licensee will
indemnify and hold harmless Procore, and its subsidiaries, affiliates,
officers, agents, employees, advertisers, licensors, and partners, from
and against any and all claims, liabilities, damages (actual and
consequential), losses and reasonable expenses (including legal and
other professional fees) arising from or in any way related to any
third party claims relating to Licensee’s use of the Procore API, any
violation of this Agreement or any other actions connected with
Licensee’s use of or interaction with, or the Procore Applications’ use
of or interaction with, the Service and/or Procore API.

Term and Termination

This Agreement shall commence on the Effective Date and will remain in
effect until terminated pursuant to this Section 13. Either party may
terminate this Agreement at any time, for any reason, or for no reason
including, but not limited to, if Licensee violates any provision of
this Agreement. Any termination of this Agreement shall also terminate
the licenses granted to Licensee hereunder. Upon termination of this
Agreement for any reason, Licensee shall cease using, and either return
to Procore, or destroy and remove from all computers, hard drives,
networks, and other storage media, all copies of any materials licensed
pursuant to this Agreement and any Confidential Information in
Licensee’s possession, and shall certify to Procore in writing upon
Procore’s request that such actions have occurred. In addition to any
rights that accrued prior to termination, the provisions of Sections 1,
2.4, 3, 4, 7, and 9-19 shall survive termination of this Agreement.

Remedies

Licensee acknowledges that its breach of this Agreement may cause
irreparable harm to Procore, the extent of which would be difficult to
ascertain. Accordingly, Licensee agrees that, in addition to any other
remedies to which Procore may be legally entitled, Procore shall have
the right to seek immediate injunctive relief in the event of a breach
of this Agreement by Licensee or any of its officers, employees,
consultants or other agents.

Assignment; Entire Agreement; Revisions

Licensee may not, directly or indirectly, by operation of law or
otherwise, assign all or any part of this Agreement or Licensee’s
rights under this Agreement or delegate performance of Licensee’s
duties under this Agreement without Procore’s prior written
consent. Procore may, without Licensee’s consent, assign this
Agreement to any affiliate or in connection with any merger or
change of control of Procore or the sale of all or substantially
all of its assets provided that any such successor agrees to
fulfill its obligations pursuant to this Agreement. Subject to
the foregoing restrictions, this Agreement will be fully binding
upon, inure to the benefit of and be enforceable by the parties
and their respective successors and assigns.

This Agreement, together with any other agreement by and between
Licensee and Procore, the Procore Privacy Policy, and the General
API Policies, constitute the entire agreement among the parties
with respect to the subject matter of this Agreement. Either
party’s failure to enforce at any time any provision of this
Agreement does not constitute a waiver of that provision or of
any other provision of this Agreement.

Severability

If any provision in this Agreement is held by a court of competent
jurisdiction to be unenforceable, such provision shall be modified by
the court and interpreted so as to best accomplish the original
provision to the fullest extent permitted by law, and, in any event,
the remaining provisions of this Agreement shall remain in effect.

Relationship of the Parties

The parties are independent contractors. This Agreement does not create
a partnership, franchise, joint venture, agency, fiduciary or
employment relationship among the parties. This Agreement does not and
is not intended to confer any rights or remedies upon any person other
than the parties.

Notice

All notices to be provided by Procore to Licensee under this Agreement
may be delivered in writing (i) by nationally recognized overnight
delivery service (“Courier”) to the contact address provided by
Licensee to Procore; or (ii) electronic mail to the electronic mail
address provided for an account owner related to Licensee’s
subscription to the Procore API. Licensee must give notice to Procore
in writing by Courier to the following address: Procore, Inc., Attn:
Legal Department, 6309 Carpinteria Avenue, Carpinteria, CA 93013. All
notices shall be deemed to have been given immediately upon delivery by
electronic mail, or if otherwise delivered upon receipt or, if earlier,
two business days after being deposited in the mail or with a Courier
as permitted above.

Governing Law

This Agreement shall be governed by the laws of the State of California
without regard to conflict of laws principles. Licensee hereby
expressly agrees to submit to the exclusive personal jurisdiction of
the federal and state courts of the State of California, Santa Barbara
County, for the purpose of resolving any dispute relating to this
Agreement.